Posted
by
timothyon Friday June 03, 2011 @07:41PM
from the you-scratcha-my-back dept.

An anonymous reader writes "Infoweek is reporting that Microsoft has obtained the exclusive right to match any buyout offers for Nvidia. The obscure pact was uncovered in SEC documents, and apparently stems from Microsoft's licensing of Nvidia chips for the Xbox. But its real value now lies in the fact that Nvidia has become a major player in tablet chips, including chips for Windows 8 slates."

Nvidia were already the premier graphics solution for professionals, they already had an established market and were making a fortune at the time selling gaming & professional chips. Microsoft did nothing other than guarantee sales of chips.

While I don't like Nvidia cards, they were already huge prior to the Xbox, so sitting there and saying they were a "niche industry" is just patently false. Unlike ATi they didn't get sold off to a processor maker. Maybe that's something to keep in mind. They didn't get a market position like that from the xbox (considering the sales numbers of xbox vs ps2), the 360 is the MS console that took off, and look who makes the chips for it.

This just seems like a typical corporate deal. It's not unusual, MS were relying on Nvidia not being sold to the competition and pricing MS out of making the Xbox. No company would be stupid enough to leave out any clauses preventing or delaying sale of a supplier to a competitor when inking such a major deal. It was major for MS, but really, Nvidia could have taken or left it.

At the time Microsoft wanted to assure their supply line. If Sony bought NVidia they could decide that they no longer wished to make certain products, like the chips used in the XBox. MS basically reserved the right to buy NVidia if anyone else tried to aquire them (which would also give them the rights to the chips as well making them then able to farm out the fabrication to another company)

so Nvidia signed an open pact without any regard to Microsoft products using Nvidia chips? Just how many years had Nvidia's lawyers completed before they signed this kind of agreement with no less than Microsoft? Can we call them lawyers if they hadn't passed the Bar yet?

all I'll say is what idiots. Maybe they used to be Sun Microsystem Java licensing lawyers.

Business 101, when you have a big customer like Ms or Walmart you make amends as to not loose such a huge opportunity and give a competitor like ATI the deal. Suppliers hate things like bulk discounts too and it hurts mom and pop shops. But a smaller profit margin and annoying clauses are better than nothing. There are laws about insider trading which limit public knowledge about aquisitions. We didnt know about the skype deal until after it was locked by MS.

Just how many years had Nvidia's lawyers completed before they signed this kind of agreement with no less than Microsoft?

More than you, clearly.

"We agree that you will have tens of millions of sales of your product for which we will pay you, and should anyone try to buy your company, we can offer to buy you out for the same price. So if you get one offer to be bought out, you pretty much get two."

You know what happens when a company is bought out? The executives, lawyers, and owners/shareholders make a boatload of cash. This was basically win/win for nVidia (unless they had really good prospects or wanted to be bought out by another company) while assuring MS that they won't lose the source of their chips to a competitor without a chance to stop it. All this does is discourage other parties from making lowball offers. All MS would do is hold on to nVidia until they no longer needed the chips, then spin it off.

except they forgot, and so did you, how this limits what companies will be offering to purchase the company. Didn't TFA even mention that the prospect of any Nvidia suitors stepping up has been greatly limited by this clause?and yes, those lawyers probably have more law school years than I but that still does not explain why they did not think such an lifetime clause was limiting for the company.

All this Microsoft being in Nvidia's pocket also explains why Nvidia had the dual core Tegra2 but was pushing Win

They didn't forget. It's business. It was more profitable for NVidia to secure the contract to make all these chips for Microsoft, and fund their R&D efforts to help put them ahead of the competition. They likely would not be as big of a player now if they didn't do that then.

Go back to your conspiracy theories and anti-Microsoft bullshit. Go push your pro-Linux propaganda on some other sucker. Not everything revolves around your religion.

hey mush mouth, so YOU were there and know that they weighed what an open ended clause like that would mean and know that Microsoft would have dropped Nvidia if they wanted an closing to that clause?Well excuse me for not being in the room when that happened.

and one more thing mush mouth, there's no conspiracy here except the one YOU are making up and this is not an anti-MS topic other than the dumb response of this sub-thread OP.

No I was not there, however, I HAVE been on both sides of similar contracts, so I am quite aware of the discussions that a normal, rational person would have. This is running a business 101, and unless you think that everyone at Nvidia including their board of directors, CEO, everyone at the executive level AND their legal team are completely stupid and blind, they had these exact same discussions too.

Just because you are blinded by your own religious dogma, doesn't mean that most normal people are.

it's bad for Nvidia because Microsoft has lots of competitors and those competitors will not be interested in purchasing Nvidia because of this deal allowing Microsoft to purchase at the big price. That is a very limiting clause.

And I'm sure you'll be able to whip out your MBA which proves conclusively that you know what you're talking about? No? Well then. You can't go saying this clause for Nvidia is bad, I'm sure that if it was Apple who had the clause you'd be saying that it's the smartest business sense in the world. Here's a hint: you don't know jack about business in multi-billion dollar corporations. It might be bad. It might be good. Hell, it might even be a shrewd tactic to get the best price on the market when the

mush mouth #2, I don't need to show you no stinking MBA to know that this was a dumb move by Nvidia. But you obviously don't know enough to discuss the pros/cons of this and seem to think it's an anit-Microsoft issue and not about Nvidia. Where's the conspiracy theory spin? You forgot that one.

That doesn't make any sense. All this agreement will do is turn it into a bidding war instead of a silent and secret deal behind doors.

Actually, no. It will have the reverse effect -- no bids. There is no incentive to bid because MS only has to match your bid and then MS wins. The deck is stacked heavily in MS's favor, so why bid at all?

This deal reduces the acquisition value of nVidia because it will put off many companies from bidding.

What it does is gives MS the power to step in should Nvidia decide to sell up to one of MS's competitors (Sony & Nintendo come to mind). MS has no interest in buying Nvidia (if anything it might land MS in hot water), but they do have an interest in buying Nvidia then reselling them to a nice MS partner should Nvidia be taking offers from competitors.

There's nothing really wrong with this, I know I'd want to protect my business when millions of dollars of R&D hinge on one chip maker. I doubt they'd

Some history on the 3D graphics chip industry; SGI sold a good number of their 3D technology patents to Microsoft. A good number of SGI engineers went to work for Nvidia. NVidia also acquired patents and technology from 3Dfx (there was a patent battle around the late 1990's), which led to 3Dfx merging with NVidia. With all that patent cross-licensing, it would be a natural consequence.

This sounds like a 'right of first refusal' clause used in sports. You can make an offer, but the owner of the clause (here, MS), has the right to match or better the offer. It's not a clause that forces them to match, just the opportunity to do so.

Please don't let the only decent linux graphics card vendor (sorry, AMD's still not up to it and intel's not powerful enough) get too much in bed with microsoft.

I know this was true couple years ago, but I was under the impression that this is changing very rapidly, especially if you have a certain subset of cards that are highly supported by the open source AMD driver. I was planning on choosing AMD for my next desktop build, and I'm not saying that just for the whole Freedom thing. I will agree about Intel, though.

AMD/ATI support is fine now, but with NVIDIA you're basically guaranteed to stay supported for a long time, since there's quite a large community programming with CUDA on Linux. The only possibility of NVIDIA dropping Linux support is if they sign some sort of deal with MS that makes CUDA exclusive to Windows... Which would make quite a few people in the scientific community shit their pants.

AMD/ATI support is fine now, but with NVIDIA you're basically guaranteed to stay supported for a long time, since there's quite a large community programming with CUDA on Linux.

That depends - do you mean support for new cards as they're released, or continued support for existing cards? NVidia are very good at supporting newer cards, but some of their older cards aren't really usable under Linux anymore, whereas it looks like older ATI cards will remain supported for a long time...

Microsoft is not a hardware company and would most likely kill nVidia. Out of Microsoft's major hardware projects, the 360 was a complete failure in the hardware department, Surface, while neat is hardly a gamechanger, and the first Xbox had a major ergonomics flaw (I mean, were the controllers designed for giants or what) at first, and the internals were pretty much just generic PC hardware.

I prefer the Duke controller over the S model, or the new 360 for that matter. Just because you have tiny girl hands does not mean that some of us don't have normal sized hands.

I loved the original Xbox controller. The new one is way better than the S controller which was unusable in my opinion but there's still nothing that compares to the ergonomics of the original. I have little tiny child sized hands but it was still incredibly comfortable.

I agree, I've got a 360 controller and it's easily the most comfortable controller I've ever used. It might be because I've got large hands and can with great difficulty palm a basketball, but it actually is large enough that my hands don't cramp up like they do on that stupid PS3 controller.

The first Xbox... internals were pretty much just generic PC hardware.

Not even that. For a gaming rig, the Xbox internals were CRAPPY. The processor was basically a Celeron 733, only 64MB of RAM, and what was essentially a GeForce 4 Ti 4200 (the lowest-end of nVidia's DirectX 8 cards).

True, but if you are only single-tasking and you optimize your game for the hardware it is pretty impressive what you can do. Heck, the PS3 only has 128 MB of RAM, the Wii only has 88 MB of RAM, etc. On the other hand, a typical PC has lots of things going at once, after all, how many programs does the typical/.er have open even when they are just browsing the internet? Music, Skype, a video playing in the background, some updates downloading etc.

Both the PS3 and Wii use specialized high-speed RAM. The Wii uses some sort of 1T-SRAM, and the PS3 uses a modernized version of RDRAM. Both make up for relatively low capacity with high-speed access. The XBox used commodity DDR DRAM, at clocks about normal for PCs of the time (thus slow by gaming PC standards.

Actually, Microsoft has specifically said that the 360 does not use Windows, merely a Win32-like API.

Read and be educated [windowsfordevices.com], and stop spreading this bullshit. I've found the same information STRAIGHT from the horse's mouth, so to speak, but this citation was what came up quickly. I don't care enough to find the highest-quality citation. Just go ahead and try to prove me wrong. Either way, what you're saying is stupidity of the highest order. They use a Win32 API, but they aren't using Windows? Right, because Microsoft would write a new OS that supports Win32. They've tried that, and failed.

"The Linux Geek" provided a source saying you're wrong, on a Microsoft owned domain, written by a member of the Xbox engineering team, and they're the one spreading the bullshit? Your source by comparison is as credible as The Enquirer.

And I've seen sources on Microsoft-owned domains which say I'm right, and further, there is no credible reason to believe that what they say is true. We've covered this exhaustively here before, and if you had a good way to search solely my comment history you could find the comment with all the citations. I don't feel like finding them again.

So you don't know what the sources are and just claim that they exist and support your argument in spite of the cited Microsoft blog post. You're full of shit.

I bet you believe that Bill Gates never said 640k should be enough for anyone despite the eyewitness accounts, too. Why don't you just go offer to blow Bill so you can get this Microsoft-worship out of your system? Corporations try to change history through press release and misinformation on a regular basis.

I have already found these sources in the past, so the proof is out there for any subscriber who wants to search my posting history. I lose nothing if I do not find it (not really worried about my credi

After a bit of research (ie. reading the citations on Wikipedia), it seems that the OS is actually custom-made [msdn.com]. However, I don't completely believe that - I suspect pretty large chunks of code, especially on the first XBox, were copied from Windows. 360 I can believe (it's not even x86 - it's PowerPC), but not the original.

360 I can believe (it's not even x86 - it's PowerPC), but not the original.

Being PowerPC wouldn't matter. Windows NT has run on the PowerPC architecture since NT 4.0. I've personally run the PPC port of NT 4.0 (it was a just-because kind of thing. I've still never installed the MIPS port, but have run every other NT 4 port.

Every version of NT 4.0 is on the official Windows NT disk. There may be 'truncated' third party versions of the NT 4.0 CD. Mine is a Compaq OEM version, and every NT 3.x version I have ever seen also includes the alternative architectures.

I have installed the i386, Alpha, and PPC versions of NT 4.0 off that single CD.

Microsoft is not a hardware company and would most likely kill nVidia. Out of Microsoft's major hardware projects, the 360 was a complete failure in the hardware department

False. Just because Microsoft didn't design the machine for proper heat dissipation doesn't mean NVIDIA failed. On the contrary, NVIDIA had nothing to do with the 360, and the device still drives sales for Microsoft despite the heating damage. Their Entertainment division will never fade away.

Microsoft purchases a -lot- of companies and the vast majority of them end up scrapped and dead. nVidia makes hardware, not software, and most of the hardware projects made/sold by Microsoft have either failed or had major design flaws.

If Microsoft acquires nVidia, it isn't going to be nVidia that has the final say, instead, it will be Microsoft, since Microsoft has historically made crappy hardware and no matter how many companies it has acquired (currently well over one hundred) Microsoft's way of doi

I disagree. I have a GREAT Microsoft mouse. In fact, I consider it to be much more valuable than the several pieces of their software I had to delete off my hard drive when I originally bought my computers.

You should not be even remotely considering running Linux unless you are prepared to put in time and effort to embark upon a steep learning curve - especially when it comes to finicky chipsets on laptops and netbooks.

I, on the other hand, run Gentoo Linux and Gnome perfectly happily on an ASUS 1001HA EEE PC and have been doing so for serveral years now. I have had to tweak it on a number of occasions, and still do make changes to it, but that is entirely no different t

True, but I think MS has learned that lesson. That's why they are now buying/partnering with hardware companies, and that method is working much better for them. The Kinect is the obvious success story. They bought the hardware, developed the software for it, and it became the fastest selling consumer electronic in history. The W7 Phones are way, way better than previous MS offerings hardware-wise, and are only really losing because they missed the window to enter the market -- Apple and Google have it

ATI should be screaming from the rooftops about this -- the competition authorities should NOT allow such a deal to go through. Microsoft has control of DirectX and if they buy one of the two major GPU makers, they are bound to do their usual thing and cut the other guy out one way or another. I see that as a very bad thing for the future of GPUs on the desktop, and also for GPU-based scientific computing.

ATI doesnt exist any more you must mean AMD http://sites.amd.com/us/game/products/graphics [amd.com]. Graphics card manufacturers tend to come and go and nowdays with the push to make the GPU a co-processor on the core CPU chip, graphics cards are looking at the end of their existence.

So Nvidia would be looking to partner with a CPU manufacturer, M$ is just getting in the mix to retain some control. Once you have high powered computer in a chip, with the price saving inherent in that, the software licence becomes

This is a devensive measure by MS in case Sony or Nintendo (or some other company) decided to buy NVidia and then screw over MS in a effort to sink the XBox. Not saying it would happen, but that is the idea.

MS does not want to buy NVidia, they just want to be sure one of their few revenue streams doesnt go away.

Since nVidia hasn't made XBox chips since 2003 and the ownership of the company is no longer material to Microsoft this contract should have been terminated long ago. No doubt making this commitment permanent after the companies part ways was not nVidia's intent. That Microsoft retains this right is just part of the Faustian bargains available there. If you dance with the devil, you will pay his fee. I wonder how many similar contracts are lingering out there...

It's probably floating around because it doesn't matter anymore. The only likely candidates for nVidia aquisition that anyone would care about are intel and Sony. Qualcomm, HP, IBM, other PCB/IC outfits or big tech companies could buy nVidia without changing much in the marketplace. But MS isn't about to offer up any sort of meaningful counter offer to prevent a nvidia buyout unless it's Sony offering (sony uses nvidia parts after all). If qualcomm or IBM or HP or any of those guys offered up 3 billion

Haven't used ATI's open source driver on their newer hardware, but I can tell you at the rate they are making progress nVidia is going to be in a world of hurt on the Linux front pretty soon.

There have been promises of decent ATI drivers "just around the corner" for many, many years now.

ATI's new documentation effort is fantastic and my last-but-one card was a 4780 based on a desire to reward OSS-friendliness and the promise of decent drivers. I struggled with driver hell for 2 years, unable to do decent compositing, watch tear-free video or even play UT2004 (yes a 7-year-old game) at a smooth frame rate. It was a truly shoddy experience and I understand that the ATI Linux drivers had improved

If I understand correctly, it seems nvidia was concerned it wouldn't be able to deliver the chips that microsoft wanted in a timely manner. So microsoft paid $200 million up front, for anticipated chip purchases, with only the possibility of getting $100 million back if they decided to cancel (the rest would be converted into preferre

The clause in the development deal was solely intended to protect Microsoft intellectual property from falling into the hands of someone non-MS approved. Microsoft put a lot of money and other resources behind NVIDIA when they needed a hardware partner for the first Xbox console. All of those detailed API and design specs are archived somewhere at NVIDIA.

This is not an alarm that NVIDIA is being shopped around for purchase. IMHO they are doing too well and worth too much to be folded into another company.

This does not bode well at all for Linux gaming. For the 10 years I've tried them ATI cards (more specifically their drivers) have never worked well in Linux. If M$ gets a hold of Nvidia I wouldn't be at all surprised to see NVidia's support for Linux wane as well.

This may not bode well for Linux gaming. For the 10 years I've tried them ATI cards (more specifically their drivers) have never worked well in Linux. If M$ gets a hold of Nvidia I wouldn't be at all surprised to see NVidia's support for Linux falter as well.

I imagine that the EU would probably block such an acquisition, since the Tegra is quite widely used on Android tablets and some phones as well IIRC. Their significance in the graphics card market and its impact on Linux and the Mac is unlikely to escape notice either.

So I guess this means backward compatibility is out of the question for MS's next console? They'll probably have to do the same thing as they did with the 360, require per-game emulation that doesn't quite always work.

This means that MS can duke it out with Intel, who desperately needs better graphics than their vaunted R&D team seems able to develop in-house. AMD's acquisition of ATI is looking like genius in the future arena of merged CPU/GPU chips.

M$ is acquiring / making deals with companies which are key to Linux -- related to Gnome (Novell), KDE & Qt (Nokia), Skype (ok, it was weak but could become important) and Nvidia (the _only_ hardware recognized as allowing video h/w in Linux) -- I don't whether they want to suffocate ("cut the oxygen of") Linux (actually, they probl think "Ubuntu") or they plan to get cozy to pinguins as a last resort against Apple.

It's getting me nervous.

If that's the way you think about things, you should be getting nervous. And it doesn't have anything to do with Microsoft.

One of the main reasons Apple didn't/don't use AMD chips is that Intel has far better mobile offerings. AMD is far better at using their sockets over several generations of their chips while Intel makes a new one with almost every generation. To consumers this is an advantage when upgrading their computers. Apple doesn't really benefit from this.